Common use of Waivers and Acknowledgments Clause in Contracts

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 26 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

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Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 21 contracts

Samples: Credit Agreement (Jabil Inc), Credit Agreement (Corning Inc /Ny), Credit Agreement (Jabil Inc)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article VII and any requirement that any Lender or the Trustee, on behalf of the Noteholders, Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article VII and acknowledges that the guaranty under this Guaranty Article VII is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder Lender or the Trustee on behalf of the Noteholders Agent that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of any Lender or the Trustee or any Noteholder Agent to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Trustee or any Noteholder, as applicableAgent. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 19 contracts

Samples: Five Year Credit Agreement (Eastman Chemical Co), Credit Agreement (Eastman Chemical Co), Five Year Credit Agreement (Eastman Chemical Co)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article VII and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Designated Subsidiary or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article VII and acknowledges that the guaranty set forth in this Guaranty Article VII is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any Designated Subsidiary, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Designated Subsidiary or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 10 contracts

Samples: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)

Waivers and Acknowledgments. (a) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Purchase Obligations and this Guaranty Agreement and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives any right to revoke this Guaranty Agreement and acknowledges that this Guaranty Agreement is continuing in nature and applies to the Guaranteed its Purchase Obligations, whether the same are existing now or in the future. (c) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Standby Purchaser or other rights of the Guarantor Standby Purchaser to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Purchase Obligations of the Guarantor Standby Purchaser hereunder. (d) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor Standby Purchaser any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor Standby Purchaser acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 6 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 8 contracts

Samples: Standby Purchase Agreement (Petrobras International Finance Co), Standby Purchase Agreement (Brazilian Petroleum Corp), Standby Purchase Agreement (Petrobras International Finance Co)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Agreement and any requirement that the Trustee, on behalf of the Noteholders, any Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, any right to revoke this Guaranty Agreement and acknowledges that this Guaranty Agreement is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower, any other guarantor (if any) or any other person or entity Person and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Credit Party to disclose to the Guarantor it any matter, fact or thing relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Credit Party. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2.02 and this Section 5 2.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 7 contracts

Samples: Parent Guaranty Agreement, Parent Guaranty Agreement (Gilead Sciences Inc), Parent Guaranty Agreement (Gilead Sciences Inc)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Bank protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Xxxxxxx Xxxxxxxxx or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Bank that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer Xxxxxxx Xxxxxxxxx, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Bank to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Xxxxxxx Xxxxxxxxx or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Bank. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Credit Agreement and the Transaction Documents Notes and that the waivers set forth in Section 14.2 and this Section 5 14.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 7 contracts

Samples: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Lender protect, secure, perfect or insure any Lien Encumbrance or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer any Borrower or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 9.02 and this Section 5 9.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 6 contracts

Samples: Senior Unsecured Revolving Credit Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD), Loan Agreement (Teva Pharmaceutical Industries LTD)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against any of the Issuer Agent or the Lenders, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 6 contracts

Samples: Credit Agreement (Goodrich Corp), Credit Agreement (Goodrich Corp), Credit Agreement (Goodrich Corp)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595794, caput, of the Brazilian Civil Procedure Code.

Appears in 6 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Second Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against any of the Issuer other Borrowers, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 5 contracts

Samples: Credit Agreement (LUBRIZOL Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)

Waivers and Acknowledgments. (a) The Except as otherwise expressly provided in this Agreement and/or the other Loan Documents, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this the Guaranty and any requirement that the TrusteeAdministrative Agent, on behalf of the Noteholders, protect, secure, perfect or insure any Lien L/C Issuer or any property subject thereto or Lender exhaust any right or take any action against the Issuer any Loan Party or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this its Secured Obligations with respect to the Guaranty and acknowledges that this Guaranty is such Secured Obligations are continuing in nature and applies apply to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent, any Noteholder L/C Issuer or the Trustee on behalf of the Noteholders any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person or entity Person and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Secured Obligations of the such Guarantor hereunder. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent, any L/C Issuer or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent, any L/C Issuer or any Noteholder, as applicableLender. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 10.02 and this Section 5 10.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 5 contracts

Samples: Credit Agreement (Phinia Inc.), Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Atmus Filtration Technologies Inc.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Amended and Restated Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Amended and Restated Guaranty and acknowledges that this Amended and Restated Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Amended and Restated Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Amended and Restated Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 5 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article VII and any requirement that any Lender or the Trustee, on behalf of the Noteholders, Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article VII and acknowledges that the guaranty under this Guaranty Article VII is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder Lender or the Trustee on behalf of the Noteholders Agent that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of any Lender or the Trustee or any Noteholder Agent to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Trustee or any Noteholder, as applicableAgent. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and any Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 5 contracts

Samples: Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.)

Waivers and Acknowledgments. (a) The Parent Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Designated Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Parent Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Parent Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Designated Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Parent Guarantor or other rights of the Parent Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Parent Guarantor hereunder. (d) The Parent Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Designated Agent or any Noteholder Lender to disclose to the Parent Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Designated Agent or any Noteholder, as applicablesuch Lender. (e) The Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 4 contracts

Samples: Bridge Credit Agreement (Twenty-First Century Fox, Inc.), Credit Agreement (Twenty-First Century Fox, Inc.), Bridge Credit Agreement

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2021 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 4 contracts

Samples: Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives waives, to the full extent permitted by law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives waives, to the full extent permitted by law, any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives waives, to the full extent permitted by law, (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person or entity Person and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (d) The Each Guarantor acknowledges that Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by Agent and the other Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives waives, to the fullest extent permitted by law, any duty on the part of the Trustee or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Lender. (ef) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 4 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Loan Agreement (Littelfuse Inc /De)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guaranty, and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against the Issuer any other Loan Party or any other PersonPerson or any Collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor such Guarantor’s obligations hereunder. (d) The Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of the such Guarantor under this Guaranty, foreclose under any Mortgage by nonjudicial sale, and such Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose defense to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known recovery by the Trustee Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or any Noteholder, as applicablebenefits that may be afforded by applicable law. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 8.02 and this Section 5 8.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 4 contracts

Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement (Worldcom Inc), Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)

Waivers and Acknowledgments. (a) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Purchase Obligations and this Guaranty Agreement and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives any right to revoke this Guaranty Agreement and acknowledges that this Guaranty Agreement is continuing in nature and applies to the Guaranteed its Purchase Obligations, whether the same are existing now or in the future. (c) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Standby Purchaser or other rights of the Guarantor Standby Purchaser to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Purchase Obligations of the Guarantor Standby Purchaser hereunder. (d) The Guarantor Standby Purchaser hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor Standby Purchaser any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor Standby Purchaser acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 6 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty Agreement shall be taken as the statements of the Issuer and the GuarantorStandby Purchaser, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this GuarantyAgreement, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 4 contracts

Samples: Standby Purchase Agreement (Petrobras International Finance Co), Standby Purchase Agreement (Petrobras International Finance Co), Standby Purchase Agreement (Petrobras International Finance Co)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Agreement and any requirement that the Trustee, on behalf of the Noteholders, any Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, any right to revoke this Guaranty Agreement and acknowledges that this Guaranty Agreement is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person or entity Person and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Credit Party to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Credit Party. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2.02 and this Section 5 2.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 4 contracts

Samples: Subsidiary Guaranty Agreement (Gilead Sciences Inc), Subsidiary Guaranty Agreement (Gilead Sciences Inc), Term Loan Agreement (Gilead Sciences Inc)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Guaranteed Party protect, secure, perfect or insure any Lien lien or security interest or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that that, except as provided herein, this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Guaranteed Party to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Guaranteed Party. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Credit Agreement (Washington Post Co), Credit Agreement (Washington Post Co), Credit Agreement (Washington Post Co)

Waivers and Acknowledgments. (a) The Guarantor hereby XOMA unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article XII and any requirement that the Trustee, on behalf of the Noteholders, Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor XOMA hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article XII and acknowledges that the guaranty under this Guaranty Article XII is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor XOMA hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor XOMA or other rights of the Guarantor XOMA to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor XOMA hereunder. (d) The Guarantor XOMA hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Lender to disclose to the Guarantor XOMA any matter, fact or thing relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of the Issuer Borrower now or hereafter known by the Trustee or any Noteholder, as applicableLender. (e) The Guarantor XOMA acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Loan Documents and that the waivers set forth in Section 12.02 and this Section 5 12.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Loan Agreement (Xoma LTD /De/), Loan Agreement (Xoma LTD /De/), Loan Agreement (Xoma LTD /De/)

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 11.2 and this Section 5 11.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)

Waivers and Acknowledgments. (a) The Guarantor Each Borrower hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article VII and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against the Issuer any other Borrower or any other Person. (b) The Guarantor Each Borrower hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article VII and acknowledges that this Guaranty Article VII is continuing in nature and applies to the Guaranteed all Obligations, whether the same are existing now or in the future. (c) The Guarantor Each Borrower hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or of otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor such Borrower or other rights of the Guarantor such Borrower to proceed against any of the Issuer other Borrowers or any other person or entity Person and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor such Borrower hereunder. (d) The Guarantor Each Borrower hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Lender to disclose to the Guarantor such Borrower any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower now or hereafter known by the Trustee or any Noteholder, as applicablesuch Lender. (e) The Guarantor Each Borrower acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in this Section 5 Article VII are knowingly made in contemplation of such benefits. (f) The recitals contained in . Each Borrower further acknowledges that it has, independently and without reliance upon any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty shall be taken as Agreement, including the statements provisions of the Issuer and the Guarantor, as applicablethis Article VII, and the Trustee assumes no responsibility for the correctness Notes to which it is or is to be a party, and such Borrower has established adequate means of the same. The Trustee makes no representation as to the validity or sufficiency of this Guarantyobtaining from each other Borrower on a continuing basis information pertaining to, of any offering materialsand is now and on a continuing basis will be completely familiar with, the Indenture business, condition (financial or otherwise), operations, performance, properties and prospects of the Notessuch other Borrower. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Credit Agreement (Lafarge North America Inc), Credit Agreement (Lafarge North America Inc), 364 Day Credit Agreement (Lafarge North America Inc)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2022 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right right, power or remedy or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are is existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor hereby unconditionally and irrevocably waives, waives the benefits to the fullest extent permitted under Brazilian law, any benefit which it may be is entitled to under Articles 366, 821, 827, 834830, 835, 837, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, 595 of the Brazilian Code of Civil Procedure CodeProcedure, provided that nothing herein, including specifically the mention to article 837, shall oblige AmBev to make any payment in relation to any part of the Guaranteed Obligations that has already been paid in full by the Issuer.

Appears in 3 contracts

Samples: Guaranty (Ambev S.A.), Guaranty (InBev Corporate Holdings Inc.), Guaranty (American Beverage Co Ambev)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2016 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Noteholder protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Note Party or any other PersonPerson or any collateral. (b) The To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Note Parties, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (d) The To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Note Party or any of its Subsidiaries now or hereafter known by the Trustee or any such Noteholder, as applicable. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Note Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Note Purchase Agreement (Alliance Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Resource Partners Lp)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Guaranteed Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Guaranteed Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunderObligations. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Beneficiary to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Guaranteed Borrower or any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Beneficiary. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Credit Agreement (Jersey Central Power & Light Co), Five Year Credit Agreement (Nationwide Financial Services Inc/), Credit Agreement (Firstenergy Corp)

Waivers and Acknowledgments. (a) The Guarantor To the extent permitted by applicable law, each of the Performance Guarantors hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Agreement and any other document related thereto, and any requirement that the Trustee, on behalf of the Noteholders, any Indemnified Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any of the Issuer Guaranteed Parties or any other PersonPerson or any asset or collateral. (b) The Guarantor Each of the Performance Guarantors hereby unconditionally and irrevocably waives any right to revoke this Guaranty Agreement, and acknowledges that this Guaranty Agreement is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. Without limiting the foregoing, each of the Performance Guarantors hereby agrees that the validity and enforceability of this Agreement, including without limitation, the provisions of Section 4 hereof, shall not be impaired or affected by any of the following, in each case without notice or demand to any of the Performance Guarantors: (i) any renewal, compromise, extension, acceleration or other change of the time for payment of, all or any part of the Transaction Documents or the Guaranteed Obligations; (ii) any change of any of the representations, covenants, termination events or any other terms or conditions of or pertaining to the Transaction Documents or the Guaranteed Obligations; (iii) taking or holding security for the payment of the Guaranteed Obligations, for the performance of this Agreement or otherwise and the exchange, enforcement, waiver, subordination and release of any such security; (iv) the application of any such security and direction of the order or manner of sale thereof as the secured party in its sole discretion may determine; (v) obtaining additional or substitute endorsers or guarantors; and (vi) exercising or refraining from exercising any rights against any Guaranteed Party or others. (c) The Each Performance Guarantor hereby unconditionally represents and irrevocably waives warrants to the Administrative Agent (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or for the Trustee on behalf benefit of the Noteholders Indemnified Parties) that in any manner impairsit has adequate means to obtain from each Guaranteed Party on a continuing basis all information concerning the financial condition of such Guaranteed Party, reduces, releases or otherwise adversely affects and that such Performance Guarantor is not relying on the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Administrative Agent or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against Indemnified Party to provide such information either now or in respect of the Guaranteed Obligations of the Guarantor hereunderfuture. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Performance Undertaking Agreement, Performance Undertaking Agreement (Reynolds Group Holdings LTD), Performance Undertaking Agreement (Reynolds Group Holdings LTD)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against any of the Issuer Borrowers, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2020 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 3 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Borrower and each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guaranty, and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against the Issuer any other Loan Party, or any Specified Hedge Agreement Subsidiary or any other PersonPerson or any Collateral. (b) The Borrower and each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Borrower and each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Borrower or such Guarantor, as applicable, or other rights of the Guarantor to proceed against any of the Issuer other Loan Parties or any Specified Hedge Agreement Subsidiary, any other guarantor or any other person Person or entity any Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor Borrower’s or such Guarantor’s respective obligations, as applicable, hereunder. (d) The Guarantor hereby unconditionally Borrower and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 8.02 and this Section 5 8.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Dana Inc), Revolving Credit and Guaranty Agreement (Dana Inc)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other PersonPerson or any Collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits. (d) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder the Agent or the Trustee on behalf of the Noteholders Lenders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the such Guarantor hereunder. (de) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder the Lenders to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablethe Lenders. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2041 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect (to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (bextent permitted by Applicable Law) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Each Guarantor hereby unconditionally and irrevocably waives (to the extent permitted by Applicable Law) (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Secured Obligations of the such Guarantor hereunder. (c) Each Guarantor acknowledges that the Administrative Agent may, to the extent permitted by Applicable Law and the Order, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any Loan Document by non-judicial sale, and each Guarantor hereby waives (to the extent permitted by Applicable Law) any defense to the recovery by the Administrative Agent and the Lenders against such Guarantor of any deficiency after such non-judicial sale and any defense or benefits that may be afforded by Applicable Law. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholdersuch Lender, as applicablethe case may be. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 9.08 and this Section 5 11.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Debtor in Possession Credit Agreement (Tuesday Morning Corp/De), Commitment Letter (Tuesday Morning Corp/De)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Borrower or other rights of the Guarantor Borrower to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the such Guarantor hereunder. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction other Loan Documents and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hillenbrand, Inc.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other PersonPerson or any Collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and, where it may not waive this right, the Guarantor agrees that this Guaranty will not be revoked, and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon the Guarantor and without affecting the liability of the Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and the Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against the Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. (e) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Secured Party to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Secured Party. (ef) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty Agreement (Sensata Technologies B.V.), Guaranty (Sensata Technologies Holland, B.V.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2023 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture Indenture, the Notes or of the NotesExchange Securities. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595794, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras Global Finance B.V.), Indenture (Petrobras Global Finance B.V.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2027 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (ba) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against any of the Issuer other Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (dc) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (ed) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and any Notes and that the waivers set forth in Section 7.03 and this Section 5 7.04 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Company or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Company, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunderObligations. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Beneficiary to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Company or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Beneficiary. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Credit Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Firstenergy Corp), Guaranty (Jersey Central Power & Light Co)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture Indenture, the 2025 Notes or of the NotesExchange Securities. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595794, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras Global Finance B.V.), Guaranty

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Amended and Restated Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Amended and Restated Guaranty and acknowledges that this Amended and Restated Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Amended and Restated Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Amended and Restated Guaranty, of any offering materials, the Indenture or of the 2041 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty, Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2017 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Obligors, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (c) Each Guarantor acknowledges that the Agent may, to the extent permitted by applicable law, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any Loan Document by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Agent and the Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Obligor or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholdersuch Lender, as applicablethe case may be. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 12.2 and this Section 5 12.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement (Pershing Square Capital Management, L.P.), Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement (General Growth Properties Inc)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2026 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Except as expressly provided in Section 4.2(a), Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performanceof payment, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or Beneficiary exhaust any right or take any action against the Issuer Facility Lessee or any other Personperson or entity. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Facility Lessee, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-set- off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Beneficiary to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Facility Lessee or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicableBeneficiary. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements transactions contemplated by the Transaction Documents Participation Agreement and that the waivers set forth in Section 2.2 and this Section 5 2.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Mirant Mid Atlantic LLC), Guaranty (Mirant Mid Atlantic LLC)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Lender protect, secure, perfect or insure any Lien Encumbrance or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 9.02 and this Section 5 9.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2019 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Borrower and each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guaranty, and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against the Issuer any other Loan Party, or any Specified Hedge Agreement Subsidiary or any other PersonPerson or any Collateral. (b) The Each Borrower and each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Borrower and each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor such Borrower or such Guarantor, as applicable, or other rights of the Guarantor to proceed against any of the Issuer other Loan Parties or any Specified Hedge Agreement Subsidiary, any other guarantor or any other person Person or entity any Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor such Borrower’s or such Guarantor’s respective obligations, as applicable, hereunder. (d) The Guarantor hereby unconditionally Each Borrower and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 8.02 and this Section 5 8.04 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2115 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performanceof performance or payment, notice of nonperformancenon- performance or non-payment, defaultdefauh, accelerationprotest, protest acceleration or dishonor and any other fding of claims with a court in the event of insolvency or bankruptcy of Century, any right to require a proceeding first against Century, protest, notice with respect to any of the Guaranteed Obligations and this Guaranty all demands whatsoever and any requirement that the Trustee, on behalf of the Noteholders, Kenergy or Big Rivers protect, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or take any action against the Issuer Century or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder Kenergy or the Trustee on behalf of the Noteholders Big Rivers that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Century or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.Person and

Appears in 2 contracts

Samples: Capacitor Additions and Protective Relays Guarantee, Capacitor Additions and Protective Relays Guarantee

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Agreement and any requirement that the Trustee, on behalf of the Noteholders, any Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, any right to revoke this Guaranty Agreement and acknowledges that this Guaranty Agreement is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Law, (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person or entity Person and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Credit Party to disclose to the Guarantor it any matter, fact or thing relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Credit Party. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2.02 and this Section 5 2.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Term Loan Agreement (Gilead Sciences Inc), Parent Guaranty Agreement (Gilead Sciences Inc)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against any of the Issuer other Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and any Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (Sealed Air Corp/De), Credit Agreement (Sealed Air Corp/De)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunderObligations. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Beneficiary to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Affiliates now or hereafter known by the Trustee or any Noteholder, as applicablesuch Beneficiary. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Term Loan Agreement (Public Service Co of New Mexico), Guaranty Agreement (Public Service Co of New Mexico)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any other Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any other Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of their Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect (to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (bextent permitted by Applicable Law) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Each Guarantor hereby unconditionally and irrevocably waives (to the extent permitted by Applicable Law) (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (c) Each Guarantor acknowledges that the Administrative Agent may, to the extent permitted by Applicable Law and the Final Order, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any Loan Document by non-judicial sale, and each Guarantor hereby waives (to the extent permitted by Applicable Law) any defense to the recovery by the Administrative Agent and the Lenders against such Guarantor of any deficiency after such non-judicial sale and any defense or benefits that may be afforded by Applicable Law. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholdersuch Lender, as applicablethe case may be. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 9.08 and this Section 5 11.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Senior Secured Super Priority Debtor in Possession Delayed Draw Term Loan Agreement (Tuesday Morning Corp/De), Debtor in Possession Delayed Draw Term Loan Agreement (Franchise Group, Inc.)

Waivers and Acknowledgments. (a) The Guarantor Parent hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor Parent hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Parent hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Parent or other rights of the Guarantor Parent to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Parent hereunder. (d) The Guarantor Parent hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Parent any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Parent acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article VII and any requirement that any Lender or the Trustee, on behalf of the Noteholders, Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article VII and acknowledges that the guaranty under this Guaranty Article VII is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder Lender or the Trustee on behalf of the Noteholders Agent that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Lender or the Trustee or any Noteholder Agent to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Trustee or any Noteholder, as applicableAgent. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (Pe Corp), Credit Agreement (Scholastic Corp)

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Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (ba) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against any of the Issuer other Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (dc) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (ed) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and any Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2018 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty, Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Subsidiary Guarantor hereby unconditionally and irrevocably waives waives: (i) promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Subsidiary Guarantee and any requirement that the Trustee, on behalf of the Noteholders, any Investors protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Grantor or any other Person.; (bii) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Subsidiary Guarantee and acknowledges that this Guaranty Subsidiary Guarantee is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future.; (ciii) The Guarantor hereby unconditionally and irrevocably waives (iA) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Investors that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Subsidiary Guarantor or other rights of the such Subsidiary Guarantor to proceed against any of the Issuer other Grantors, any other guarantor or any other person or entity Person, and (iiB) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Subsidiary Guarantor hereunder.; (div) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Investors to disclose to the such Subsidiary Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Grantor or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicable.such Investors; and (ev) The each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Secured Transaction Documents and that the waivers set forth in Section 1.3(b) and this Section 5 1.3(c) are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guarantee and Security Agreement (NeuMedia, Inc.), Guarantee and Security Agreement (NeuMedia, Inc.)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Company, any other Guarantor or any other PersonPerson or any collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder Agent or the Trustee on behalf of the Noteholders any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against the Issuer Company, any other Guarantor, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off off, limitation, discharge, termination or counterclaim against or in respect of the Guaranteed Obligations obligations of the such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee any Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Company or any of its Restricted Subsidiaries now or hereafter known by such Agent or such Lender. Each Guarantor has adequate means to obtain information from the Trustee or any NoteholderCompany and each Guarantor on a continuing basis concerning the financial condition of the Company and each Guarantor and its ability to perform its obligations under the Loan Documents, as applicableand each Guarantor assumes responsibility for being and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction other Loan Documents and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (CSRA Inc.), Credit Agreement (CSRA Inc.)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Canadian Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer Canadian Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Canadian Borrower or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Credit Agreement (Olin Corp), Credit Agreement (Olin Corp)

Waivers and Acknowledgments. (a) The US Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Bank protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The US Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The US Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Bank that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the US Guarantor or other rights of the US Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the US Guarantor hereunder. (d) The US Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Bank to disclose to the US Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Bank. (e) The US Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Credit Agreement and the Transaction Documents Notes and that the waivers set forth in Section 14.2 and this Section 5 14.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2040 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Subsidiary Guarantor hereby unconditionally and irrevocably waives waives: (i) promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Subsidiary Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Investor protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Grantor or any other Person.; (bii) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Subsidiary Guaranty and acknowledges that this Subsidiary Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future.; (ciii) The Guarantor hereby unconditionally and irrevocably waives (iA) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Investor that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Subsidiary Guarantor or other rights of the such Subsidiary Guarantor to proceed against any of the Issuer other Grantors, any other guarantor or any other person or entity Person, and (iiB) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Subsidiary Guarantor hereunder.; (div) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Investor to disclose to the such Subsidiary Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Grantor or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicable.such Investor; and (ev) The each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Secured Transaction Documents and that the waivers set forth in Section 1.3(b) and this Section 5 1.3(c) are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Vyyo Inc), Guaranty and Security Agreement (Vyyo Inc)

Waivers and Acknowledgments. (a) The Each UK Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the UK Guaranteed Obligations and this UK Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other PersonPerson or any Collateral. (b) The Each UK Guarantor hereby unconditionally and irrevocably waives any right to revoke this UK Guaranty and acknowledges that this UK Guaranty is continuing in nature and applies to the all UK Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each UK Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such UK Guarantor or other rights of the such UK Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such UK Guarantor hereunder. (d) The Each UK Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such UK Guarantor and without affecting the liability of such UK Guarantor under this UK Guaranty, foreclose under any mortgage by nonjudicial sale, and each UK Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Lenders against such UK Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. (e) Each UK Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Lender to disclose to the such UK Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Lender. (ef) The Each UK Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Uk Guaranty (Rayovac Corp)

Waivers and Acknowledgments. (a) The Guarantor Holdings hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other PersonPerson or any Collateral. (b) The Guarantor Holdings hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature (in accordance with the terms hereof) and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. For the avoidance of doubt, Holdings hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to the Guaranteed Obligations. (c) The Guarantor Holdings hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Holdings or other rights of the Guarantor Holdings to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor Holdings hereunder. (d) The Guarantor Holdings acknowledges that the Administrative Agent may, in accordance with the Loan Documents, without notice to or demand upon Holdings and without affecting the liability of Holdings under this Guaranty, foreclose under any mortgage by nonjudicial sale, and Holdings hereby waives any defense to the recovery by the Administrative Agent or Collateral Agent and the other Secured Parties against Holdings of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Holdings hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Secured Party to disclose to the Guarantor Holdings any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party or any of its Subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicablesuch Secured Party. (ef) The Holdings hereby unconditionally and irrevocably waives for the benefit of the Secured Parties (i) without limiting the generality of Section 3(a), any right to require any Secured Party, as a condition of payment or performance by Holdings, to (A) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (B) proceed against or exhaust any of the Collateral or any security held from the Borrower, any such other guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of the Borrower or any other Person, or (D) pursue any other remedy in the power of any Secured Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations (other than any other than contingent obligations as to which no claim has been asserted); (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior by such Secured Party which amounts to gross negligence or willful misconduct; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of Holdings’ obligations hereunder, and (B) the benefit of any statute of limitations affecting Holdings’ liability hereunder or the enforcement hereof; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the other Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 3 and any right to consent to any thereof; and (vii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. (g) Holdings acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Secured Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (fh) The recitals contained in applicable Agent may enforce this Guaranty shall be taken as upon the statements occurrence of an Event of Default notwithstanding the existence of any dispute between the Borrower and any Secured Party with respect to the existence of such Event of Default. (i) Payment by Holdings of a portion, but not all, of the Issuer Guaranteed Obligations shall in no way limit, affect, modify or abridge Holdings’ liability for any portion of the Guaranteed Obligations which have not been paid and without limiting the Guarantorgenerality of the foregoing, as applicableif any Secured Party is awarded a judgment in any suit brought to enforce Holdings’ or other guarantor’s or surety’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release Holdings from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the Trustee assumes no responsibility for the correctness extent satisfied by Holdings, limit, affect, modify or abridge Holdings’ liability hereunder in respect of the same. The Trustee makes no representation Guaranteed Obligations. (j) Any Secured Party, upon such terms as it deems appropriate, without notice or demand to or on any Person and without affecting the validity or sufficiency enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of Holdings’ liability hereunder, from time to time may, in accordance with the terms of this GuarantyGuaranty and the other Loan Documents, (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of any offering materialsGuaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any agreement relating thereto and/or subordinate the Indenture or payment of the Notessame to the payment of any other obligations; (iii) request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment hereof or any Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the applicable Loan Document and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents. (gk) The Guarantor unconditionally This Guaranty and irrevocably waivesthe obligations of Holdings hereunder shall be valid and enforceable and shall not be subject to any reduction, to the fullest extent permitted under Brazilian lawlimitation, impairment, discharge or termination for any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 reason (other than payment in full of the Brazilian Civil CodeGuaranteed Obligations (other than contingent indemnification obligations as to which no claim has been asserted)), and under Article 595including the occurrence of any of the following, caputwhether or not Holdings shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the Brazilian Civil Procedure Codeexercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment, extension or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) hereof, any of the other Loan Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Loan Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for Indebtedness other than the Guaranteed Obligations) to the payment of Indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of, or any failure of priority of, a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, setoffs or counterclaims which the Borrower may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Holdings as an obligor in respect of the Guaranteed Obligations.

Appears in 1 contract

Samples: Holdings Guaranty (CommScope Holding Company, Inc.)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicable.such Lender. Jabil Credit Agreement 48 (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Five Year Credit Agreement (Jabil Inc)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Canadian Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer Canadian Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder. (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Canadian Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Olin Corp)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other Person.Person or any collateral. Avago Credit Agreement (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed all Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the any Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the any Guarantor hereunder. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Avago Technologies LTD)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2020 Floating Rate Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any other Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Loan Party or any other PersonPerson or any collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders other Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (d) The [Reserved]. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder other Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower, any other Loan Party or any of their Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch other Lender. (ef) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction other Loan Documents and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Trinity Place Holdings Inc.)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect (to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (bextent permitted by applicable law) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Each Guarantor hereby unconditionally and irrevocably waives (to the extent permitted by applicable law) (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Credit Parties, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations Indebtedness of the such Guarantor hereunder. 118 (c) Each Guarantor acknowledges that the Administrative Agent may, to the extent permitted by applicable law and the DIP Order, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any Loan Document by non-judicial sale, and each Guarantor hereby waives (to the extent permitted by applicable law) any defense to the recovery by the Administrative Agent and the Lenders against such Guarantor of any deficiency after such non-judicial sale and any defense or benefits that may be afforded by applicable law. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Credit Party or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholdersuch Lender, as applicablethe case may be. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 14.02 and this Section 5 14.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Debtor in Possession Credit Agreement (Approach Resources Inc)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against the Issuer any Borrower, any Guarantor or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature (in accordance with the terms hereof) and applies to the all Guaranteed Obligations, whether the same are existing now or in the future; provided that such Guarantor shall be automatically released from this Guarantee upon such Guarantor: (i) no longer being a Subsidiary as a result of a transaction permitted under the Credit Agreement or (ii) becomes designated as an Unrestricted Subsidiary pursuant to the provisions of Section 10.25 of the Credit Agreement. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and such Guarantor, (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder, (iii) any right to proceed against any Borrower, any Guarantor or any other party and (iv) any right to proceed against or exhaust any security held from any Borrower or any other party. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower, any Guarantor or any of their respective Subsidiaries now or hereafter known by such Lender. Each Guarantor acknowledges that the Trustee Lenders shall have no obligation to investigate the financial condition or affairs of any Borrower, any Guarantor or any Noteholder, as applicableof their respective Subsidiaries. (e) The Each Guarantor hereby unconditionally and irrevocably waives any right (i) to require the Administrative Agent or any of the Lenders to first proceed against, initiate any actions before a court or any other judge or authority, or enforce any other rights or security or claim payment from any Borrower or any other person, before claiming any amounts due from such Guarantor hereunder; (ii) to which it may be entitled to have the assets of any Borrower or any other person first be used, applied or depleted as payment of the Borrower’s obligations, prior to any amount being claimed from or paid by such Guarantor hereunder; and (iii) to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided between the Borrower and such Guarantor (including other Guarantors). (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty benefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as effective only to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notesmaximum extent permitted by applicable law. (g) The Each Guarantor unconditionally confirms that it is aware of the content of the Credit Agreement and irrevocably waives, acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the fullest extent permitted under Brazilian law, provisions set forth in the Credit Agreement as such provisions relate to and are applicable to such Guarantor (in any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Codecapacity).

Appears in 1 contract

Samples: Revolving Credit Agreement (Heico Corp)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed all Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the any Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the any Guarantor hereunder. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Avago Technologies LTD)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right right, power or remedy or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are is existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor hereby unconditionally and irrevocably waives, waives the benefits to the fullest extent permitted under Brazilian law, any benefit which it may be is entitled to under Articles 366, 821, 827, 834830, 835, 837, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, 595 of the Brazilian Code of Civil Procedure CodeProcedure.

Appears in 1 contract

Samples: Guaranty (American Beverage Co Ambev)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.any (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Loan Parties, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (d) The [Reserved.] (e) [Reserved.] (f) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder other Secured Party to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower, any other Loan Party or any of their Subsidiaries now or hereafter known Known by the Trustee Administrative Agent or any Noteholder, as applicablesuch other Secured Party. (eg) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction other Loan Documents and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly Knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Granite Point Mortgage Trust Inc.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Laws, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Agreement and any requirement that the Trustee, on behalf of the Noteholders, Company protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Company or any other PersonPerson or any Collateral. (b) The Prior to the termination of this Agreement pursuant to Section 12, the Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Agreement and acknowledges that this Guaranty Agreement is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives waives, to the extent permitted by applicable Laws, (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against any the Issuer Company, any other guarantor or any other person Person or entity any Collateral and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor acknowledges that the Trustee may, without notice to or demand upon the Guarantor and without affecting the liability of the Guarantor under this Agreement, foreclose under any mortgage by nonjudicial sale (to the extent such sale is permitted by applicable Laws), and the Guarantor hereby waives, to the extent permitted by applicable Laws, any defense to the recovery by the Trustee against the Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Laws. (e) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Company now or hereafter known by the Trustee or any Noteholder, as applicableTrustee. (ef) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by Xxxx and the Transaction Documents Amendment and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty Agreement

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower, any other guarantor or any other PersonPerson or any collateral. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the such Guarantor hereunder. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower or any of its Subsidiaries now or hereafter known by the Trustee Administrative Agent or any Noteholder, as applicablesuch Lender. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction Documents Notes and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Olin Corp)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against the Issuer any Borrower, any Guarantor or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature (in accordance with the terms hereof) and applies to the all Guaranteed Obligations, whether the same are existing now or in the future; provided that such Guarantor shall be automatically released from this Guarantee upon such Guarantor no longer being required to provide a Guarantee in accordance with Section 6.13 of the Revolving Credit Agreement. (c) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and such Guarantor, (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder, (iii) any right to proceed against any Borrower, any Guarantor or any other party and (iv) any right to proceed against or exhaust any security held from any Borrower or any other party. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any Borrower, any Guarantor or any of their respective Subsidiaries now or hereafter known by such Lender. Each Guarantor acknowledges that the Trustee Lenders shall have no obligation to investigate the financial condition or affairs of any Borrower, any Guarantor or any Noteholder, as applicableof their respective Subsidiaries. (e) The Each Guarantor hereby unconditionally and irrevocably waives any right (i) to require the Administrative Agent or any of the Lenders to first proceed against, initiate any actions before a court or any other judge or authority, or enforce any other rights or security or claim payment from any Borrower or any other person, before claiming any amounts due from such Guarantor hereunder; (ii) to which it may be entitled to have the assets of any Borrower or any other person first be used, applied or depleted as payment of the Borrowers’ obligations, prior to any amount being claimed from or paid by such Guarantor hereunder; and (iii) to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided between the Borrowers and such Guarantor (including other Guarantors). (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty benefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as effective only to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notesmaximum extent permitted by applicable law. (g) The Each Guarantor unconditionally confirms that it is aware of the content of the Credit Agreement and irrevocably waives, acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the fullest extent permitted under Brazilian law, provisions set forth in the Credit Agreement as such provisions relate to and are applicable to such Guarantor (in any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Codecapacity).

Appears in 1 contract

Samples: Revolving Credit Agreement (Harris Corp /De/)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right right, power or remedy or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are is existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor hereby unconditionally and irrevocably waives, waives the benefits to the fullest extent permitted under Brazilian law, any benefit which it may be is entitled to under Articles 8271006, 8341485, 8351491, 838 1494, 1499, 1500, 1502, 1503 and 839 1504 of the Brazilian Civil Code, Articles 261 and under Article 595, caput, 262 of the Brazilian Commercial Code, and Article 595 of the Brazilian Code of Civil Procedure CodeProcedure.

Appears in 1 contract

Samples: Guaranty (American Beverage Co Ambev)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, any Secured Party protect, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges claims or other rights that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing it may now or in hereafter acquire against the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim Borrower that arise from the existence, payment, performance or defense based upon an election of remedies by any Noteholder or the Trustee on behalf enforcement of the Noteholders that in Guarantor's obligations under this Guaranty, including, without limitation, any manner impairs, reduces, releases or otherwise adversely affects the right of subrogation, reimbursement, exoneration, contribution or indemnification rights and any right to participate in any claim or remedy of the Guarantor Agent or any Lender against the Borrower or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from such Borrower, directly or indirectly, in cash or other rights of the Guarantor to proceed against the Issuer property or any other person or entity and (ii) any defense based on any right of by set-off or counterclaim against in any other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in respect violation of the preceding sentence at any time prior to the later of the cash payment in full of the Guaranteed Obligations and all other amounts payable under this Guaranty and the Termination Date, such amount shall be held in trust for the benefit of the Guarantor hereunderAgent and the Lenders and shall forthwith be paid to the Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Agreement and this Guaranty, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (ec) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents Credit Agreement and this Guaranty and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (BGLS Inc)

Waivers and Acknowledgments. (a) The Each Guarantor hereby unconditionally and irrevocably waives (i) any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all presently existing and future Obligations, (ii) promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor dishonor, and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guaranty, and any requirement that the Trustee, on behalf of the Noteholders, Lender protect, secure, perfect perfect, or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (iiiii) any defense based on any right of set-off or recoupment or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor under this Guaranty. (b) Each Guarantor acknowledges that it has received adequate consideration for entering into this Guaranty and that all waivers and acknowledgments under this Section 10 by such Guarantor are knowingly made and that Lender would not enter into the Agreement but for this Guaranty. (c) Each Guarantor (i) acknowledges and agrees that Lxxxxx will not have any duty to advise of or otherwise disclose any information known to it regarding Borrower’s financial condition or assets or of all other circumstances bearing upon the risk of nonpayment of the Obligations or the nature, scope and extent of the risks that each Guarantor hereunderassumes and incurs under this Guaranty and (ii) assumes all responsibility for being and keeping itself informed of such circumstances and risks. (d) The Each Guarantor hereby unconditionally confirms that it is not a surety under any state law and irrevocably waives shall not raise any duty on the part of the Trustee or any Noteholder such law as a defense to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicableits obligations hereunder. (e) The Each Guarantor acknowledges that Lender may, at its election and without notice to or demand upon such Guarantor, foreclose on any Collateral or other collateral held by it will receive substantial direct and indirect benefits from by one or more judicial or non-judicial sales, accept an assignment of any such Collateral or other collateral in lieu of foreclosure, compromise or adjust any part of the financing arrangements contemplated by Obligations, make any other accommodation with Borrower or any other Loan Party or guarantor, or exercise any other right or remedy available to it against Borrower or any other Loan Party or guarantor, without affecting or impairing in any way the Transaction Documents and that liability of any Guarantor hereunder except on the waivers set forth occurrence of Payment in this Section 5 are knowingly made in contemplation Full. Each Guarantor hereby waives any defense arising out of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantorelection even though such election operates, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as pursuant to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waivesapplicable law, to the fullest extent permitted under Brazilian lawimpair or to extinguish any right of subrogation, reimbursement, exoneration, contribution, or indemnification, or other right or remedy of such Guarantor against Borrower or any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Codeother Loan Party or guarantor or any Collateral or any other collateral.

Appears in 1 contract

Samples: Loan Agreement (Superior Drilling Products, Inc.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2044 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably --------------------------- waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any other Guaranteed Creditor protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any Credit Party or any other PersonPerson or any Collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that Guaranteed Creditors which in any manner impairs, reduces, releases or otherwise adversely affects the Guarantor's subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer any Credit Party or any other person Person or entity any Collateral, and (ii) any defense based on any right of set-off or counterclaim (other than a compulsory counterclaim) against or in respect of the Guaranteed Obligations of the Guarantor such Guarantor's obligations hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Credit Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Modus Media International Holdings Inc)

Waivers and Acknowledgments. (a) The Guarantor Stockholder, in its capacity as such, hereby unconditionally waives and irrevocably waives promptnessacknowledges and agrees that it shall not have, diligenceand shall not attempt to exercise or assert, notice any right of acceptancecontribution or indemnity or any claim whatsoever against the Company or any Company Subsidiary or any officer, presentmentdirector, demand for performanceemployee, notice agent, accountant or representative of nonperformanceany of the foregoing (in its capacity as such), default, acceleration, protest or dishonor and in connection with any other notice matter with respect to which any indemnity is sought by Parent or Sub pursuant to any Transaction Document. Without limiting the generality of the foregoing, the Stockholder hereby waives and discharges, on its behalf and on behalf of all of its controlled Affiliates, all claims, demands, debts, rights, causes of action or liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, in law, equity or otherwise, against the Company or any of the Guaranteed Obligations and this Guaranty and any requirement that Company Subsidiaries arising our of or relating to the Trustee, on behalf Stockholder’s status as a stockholder of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against Company prior to and up to the Issuer or any other PersonEffective Time. (b) The Guarantor hereby unconditionally Stockholder agrees that, except for any rights to indemnification under the Merger Agreement and irrevocably waives any right other rights under the Transaction Documents, the only consideration to revoke this Guaranty and acknowledges that this Guaranty which it is continuing entitled in nature and applies connection with the Merger is the amount determined pursuant to Article II of the Guaranteed Obligations, whether the same are existing now or in the futureMerger Agreement. (c) The Guarantor hereby unconditionally Stockholder understands, agrees and irrevocably waives acknowledges that it does not have, and this Agreement shall not create, any right to assert any claim of any kind against the Parent or the Sub in the event that the Closing does not occur for any reason and that, in such event (i) the maximum aggregate liability of the Parent and the Sub for any defense arising by reason losses or damages of any claim kind or defense based upon an election of remedies by any Noteholder or description resulting therefrom shall be limited to the Trustee on behalf Termination Fee pursuant to Section 10.5(c) of the Noteholders that in any manner impairsMerger Agreement, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect the maximum liability of the Guaranteed Obligations Guarantors, directly or indirectly, resulting therefrom shall be limited to the express obligation of the Guarantor hereunder. Guarantors under the Limited Guarantees and (diii) The Guarantor hereby unconditionally and irrevocably waives in no event shall the Stockholder seek, or permit the Company to seek, equitable relief or any duty on the part money damages in excess of the Trustee amount provided for thereunder from the Parent, the Sub or the Guarantors or any Noteholder to disclose to the Guarantor any matterof their respective stockholders, fact partners, members, Affiliates, directors, officers, employees or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth agents in connection therewith. Nothing in this Section 5 are knowingly made in contemplation of such benefits. (f3.4(c) The recitals contained in this Guaranty shall be taken as deemed to limit in any way the statements ability of the Issuer and Company to exercise any of its rights under the GuarantorMerger Agreement, as applicableincluding under Section 10.5 thereof, and in accordance with the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notesterms thereof. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Stockholder Agreement (Fidelity National Financial, Inc.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2029 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Each Canadian Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Lafarge Canada or any other PersonPerson or any collateral. (b) The Each Canadian Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Each Canadian Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Canadian Guarantor or other rights of the such Canadian Guarantor to proceed against the Issuer Lafarge Canada, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the such Each Canadian Guarantor hereunder. (d) The Each Canadian Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the such Canadian Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Lafarge Canada or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Each Canadian Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 8.02 and this Section 5 8.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Lafarge North America Inc)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2024 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer any other Borrower or any other PersonPerson or any collateral. (b) The Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Company or other rights of the Guarantor Company to proceed against the Issuer any other Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor Company hereunder.. 66 (d) The Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Borrower or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Transaction other Loan Documents and that the waivers set forth in Section 7.02 and this Section 5 7.03 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Computer Sciences Corp)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Trustee, on behalf of the Noteholders, Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Administrative Agent or any Noteholder Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any of its Subsidiaries or the Issuer Borrower now or hereafter known by the Trustee Administrative Agent or any Noteholdersuch Lender, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 10.2 and this Section 5 10.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Royal Caribbean Cruises LTD)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Agent or any Lender protect, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or take any action against the Issuer Borrower or any other PersonPerson or any collateral. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Borrower, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Borrower now or hereafter known by the Trustee Agent or any Noteholder, as applicablesuch Lender. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents this Agreement and that the waivers set forth in Section 13.2 and this Section 5 13.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Credit Agreement (Columbia Pipeline Group, Inc.)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (cb) The Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Agent or any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor or other rights of the such Guarantor to proceed against any of the Issuer other Obligors, any other guarantor or any other person Person or entity any Collateral and (ii) subject to the terms and provisions of the Investment Agreement and Schedule 3.1-A, any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor hereunder. (c) Each Guarantor acknowledges that the Agent may, to the extent permitted by applicable law, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any Loan Document by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Agent and the Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (d) The Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee Agent or any Noteholder Lender to disclose to the such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Obligor or any of its Subsidiaries now or hereafter known by the Trustee Agent or any Noteholdersuch Lender, as applicablethe case may be. (e) The Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 12.2 and this Section 5 12.3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement (General Growth Properties Inc)

Waivers and Acknowledgments. (a) The To the extent permitted by law, Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, Lender protect, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or take any action against the Issuer Company or any other PersonPerson or any collateral. (b) The To the extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the all Guaranteed Obligations, whether the same are existing now or in the future. (c) The To the extent permitted by law, Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer Company, any other guarantor or any other person Person or entity any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The To the extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder Lender to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Company or any of its subsidiaries now or hereafter known by the Trustee or any Noteholder, as applicableLender. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Loan Documents and that the waivers set forth in Section 2 and this Section 5 3 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Alliance Resource Partners Lp)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2043 Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa)

Waivers and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to the Guaranteed Obligations, whether the same are existing now or in the future. (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Noteholder or the Trustee on behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against the Issuer or any other person or entity and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor hereunder. (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Trustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer now or hereafter known by the Trustee or any Noteholder, as applicable. (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Transaction Documents and that the waivers set forth in this Section 5 are knowingly made in contemplation of such benefits. (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer and the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, of any offering materials, the Indenture or of the 2017 Floating Rate Notes. (g) The Guarantor unconditionally and irrevocably waives, to the fullest extent permitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838 and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil Procedure Code.

Appears in 1 contract

Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa)

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